EXHIBIT 10.1


                                  VIACELL, INC.

                 AMENDED AND RESTATED 1998 EQUITY INCENTIVE PLAN

1.    PURPOSE; TERM.

      This ViaCell, Inc. Amended and Restated 1998 Equity Incentive Plan (the
"Plan") provides for the grant of incentive awards consisting of or based on the
common stock of the Company. The purpose of the Plan is to attract and retain
directors and key employees and consultants of the Company and its Affiliates,
to provide an incentive for them to achieve performance goals, and to enable
them to participate in the growth of the Company by granting Awards with respect
to the Company's Common Stock. No Awards may be granted under the Plan after
2008, but Awards granted prior to that date may continue in accordance with
their terms. Certain capitalized terms used herein are defined in Section 9
below.

2.    ADMINISTRATION.

      The Plan shall be administered by the Committee. Except to the extent
action by the Committee is required under Section 162(m) of the Code in the case
of Awards intended to qualify for exemption thereunder, the Board may in any
instance perform any of the functions of the Committee hereunder. The Committee
shall select the Participants to receive Awards and shall determine the terms
and conditions of the Awards. The Committee shall have authority to adopt, alter
and repeal such administrative rules, guidelines and practices governing the
operation of the Plan as it shall from time to time consider advisable, and to
interpret the provisions of the Plan. The Committee's decisions shall be final
and binding. The Committee may delegate (i) to one or more of its members such
of its duties, powers and responsibilities as it may determine; (ii) to one or
more officers of the Company the power to grant rights or options to the extent
permitted by Section 157(c) of the Delaware General Corporation Law; (iii) to
one or more officers of the Company the authority to allocate other Awards among
such persons (other than officers of the Company) eligible to receive Awards
under the Plan as such delegated officer or officers determine consistent with
such delegation; provided, that with respect to any delegation described in this
clause (iii) the Committee (or a properly delegated member or members of such
Committee) shall have authorized the issuance of a specified number of shares of
Stock under such Awards and shall have specified the consideration, if any, to
be paid therefor; and (iv) to such employees or other persons as it determines
such ministerial tasks as it deems appropriate. In the event of any delegation
described in the preceding sentence, references herein to the Committee shall
include the person or persons so delegated to the extent of such delegation.

3.    ELIGIBILITY.

      All directors, all key employees and all consultants of the Company or of
any Affiliate whom the Committee considers to be capable of contributing to the
successful performance of the Company are eligible to be Participants in the
Plan. Incentive Stock Options may be granted only to employees of the Company or
of any parent or subsidiary corporation of the Company, as those terms are used
in Section 424 of the Code.

4.    STOCK AVAILABLE FOR AWARDS.

      (a) AMOUNT. Subject to adjustment under subsection (b), no more than
7,200,000 shares of Common Stock in the aggregate may be delivered under or in
satisfaction of Awards. The number of shares of Stock delivered under or in
satisfaction of Awards shall, for purposes of the immediately preceding
sentence, be determined net of shares of Common Stock withheld by the Company,
or tendered to the Company, in payment of the exercise price of the Award or in
satisfaction of tax withholding requirements with respect to the Award. Subject
to the aggregate overall limit set forth in the first sentence of this
subsection (a), no more than 7,000,000 shares of Common Stock may be issued in
the aggregate pursuant to the exercise of ISOs (as hereinafter defined) and no
more than 7,000,000 shares of Common Stock may be issued in the aggregate
pursuant to the exercise of NSOs (as hereinafter defined), in each case subject
to adjustment under subsection (b). For the avoidance of doubt, the termination,
cancellation or expiration of an Award or any portion thereof without the
delivery of shares of Common Stock, or the satisfaction of an Award or any
portion thereof by the delivery of cash or other property other than shares of
Common Stock, shall not be treated as the delivery of shares of Common Stock for
purposes of this subsection (a). Common Stock issued under awards granted by
another company ("other company awards") and assumed by the Company in
connection with a merger, consolidation, stock purchase or similar transaction,
or issued by the Company under awards substituted for other company awards in
connection with a merger, consolidation, stock purchase or similar transaction,
shall not reduce the shares available for Awards under the Plan; provided, that
the maximum number of shares that may be issued pursuant to ISOs or NSOs shall
be determined in a manner consistent with Section 422 of the Code and the rules
thereunder. Shares issued under the Plan may consist of authorized but unissued
shares or treasury shares.

      (b) ADJUSTMENT. In the event that the Committee determines that any stock
dividend, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares or other
transaction affects the Common Stock such that an adjustment is required or
appropriate to preserve the benefits intended to be provided by the Plan, then
the Committee (subject in the case of ISOs, or in the case of Awards intended to
qualify for exemption under Section 162(m) of the Code, to any limitation
required under the Code) shall make such adjustment as it determines to be
equitable to any or all of (i) the number and kind of shares in respect of which
Awards may be made under the Plan, (ii) the number and kind of shares subject to
outstanding Awards and (iii) the exercise price with respect to any of the
foregoing; provided, that the number of shares subject to any Award shall always
be a whole number.

      (c) LIMIT ON INDIVIDUAL GRANTS. The maximum number of shares of Common
Stock subject to Options and Stock Appreciation Rights that may be granted to
any Participant in the aggregate in any calendar year shall not exceed, in each
case, 7,000,000, and the maximum


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number of shares of Common Stock that may be granted as Stock Awards pursuant to
Section 7 shall to any Participant in the aggregate in any calendar year shall
not exceed 7,000,000, subject in each case to adjustment under subsection (b).

5.    STOCK OPTIONS.

      (a) GRANT OF OPTIONS. Subject to the provisions of the Plan, the Committee
may grant both (i) options ("Options") to purchase shares of Common Stock that
are intended to comply with the requirements of Section 422 of the Code and the
rules thereunder ("ISOs") and (ii) Options that are not intended to comply with
such requirements ("NSOs"). The Committee shall determine the number of shares
subject to each Option and the exercise price therefor, which shall not be less
than 100% of the Fair Market Value of the Common Stock on the date of grant with
respect to Incentive Stock Options. Nonstatutory Stock Options may be granted at
such prices as the Committee may determine.

      (b) TERMS AND CONDITIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Committee may specify in the
applicable grant or thereafter. The Committee may impose such conditions with
respect to the exercise of Options, including conditions relating to applicable
federal or state securities laws, as it considers necessary or advisable.

      (c) PAYMENT. No shares shall be delivered pursuant to any exercise of an
Option until payment in full of the exercise price therefor is received by the
Company. Such payment may be made in whole or in part in cash or, to the extent
legally permissible and permitted by the Committee at or after the grant of the
Option, by delivery of a note or other commitment satisfactory to the Committee;
shares of Common Stock that have been owned by the optionee for at least six
months (or such other period as the Committee may determine), valued at their
Fair Market Value on the date of delivery; such other lawful consideration,
including a payment commitment of a financial or brokerage institution, as the
Committee may determine; or any combination of the foregoing permitted forms of
payment.

6.    STOCK APPRECIATION RIGHTS.

      (a) GRANT OF SARS. Subject to the provisions of the Plan, the Committee
may grant rights to receive any excess in value of shares of Common Stock over
the exercise price ("Stock Appreciation Rights" or "SARs"). The Committee shall
determine at the time of grant or thereafter whether SARs are settled in cash,
Common Stock or other securities of the Company, Awards or other property, and
may define the manner of determining the excess in value of the shares of Common
Stock.

      (b) EXERCISE PRICE. The Committee shall fix the exercise price of each SAR
or specify the manner in which the price shall be determined.


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7.    STOCK AWARDS.

      (a) RESTRICTED OR UNRESTRICTED STOCK AWARDS. The Committee may grant
shares of Common Stock subject to forfeiture ("Restricted Stock") and determine
the duration of the period (the "Restricted Period") during which, and the
conditions under which, the shares may be forfeited to the Company and the other
terms and conditions of such Awards. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as permitted by
the Committee, during the Restricted Period. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may determine. Any certificates issued
in respect of shares of Restricted Stock shall be registered in the name of the
Participant and unless otherwise determined by the Committee, deposited by the
Participant, together with a stock power endorsed in blank, with the Company. At
the expiration of the Restricted Period, the Company shall deliver such
certificates to the Participant or if the Participant has died, to the
Participant's Designated Beneficiary. The Committee also may make Awards of
shares of Common Stock that are not subject to restrictions or forfeiture, on
such terms and conditions as the Committee may determine from time to time
("Unrestricted Stock"). Shares of Restricted Stock or Unrestricted Stock may be
issued for such consideration, if any, as the Committee may determine consistent
with applicable law.

      (b) STOCK UNIT AWARDS. The Committee may grant Awards ("Stock Unit
Awards") consisting of units representing shares of Common Stock. Each Stock
Unit Award shall represent the unfunded and unsecured commitment of the Company
to deliver to the Participant at a future date or dates one or more shares of
Common Stock (including, if so provided with respect to the Award, shares of
Restricted Stock), subject to the satisfaction of any vesting or other
conditions established with respect to the Award and such other Award terms and
conditions as the Committee may determine. No Participant or Designated
Beneficiary holding a Stock Unit Award shall be treated as a stockholder with
respect to the shares of Common Stock subject to the Award unless and until such
shares are actually delivered under the Award. Stock Unit Awards may not be
sold, assigned, transferred, pledged or otherwise encumbered except as permitted
by the Committee.

      (c) PERFORMANCE GOALS. The Committee may establish performance goals on
which the granting of Restricted Stock, Unrestricted Stock, or Stock Unit
Awards, or the vesting of Restricted Stock or Stock Unit Awards, will be
subject. Such performance goals may be based on such corporate or other business
criteria as the Committee may determine. The Committee shall determine whether
any performance goals so established have been achieved, and if so to what
extent, and its determination shall be binding on all persons.

8.    GENERAL PROVISIONS APPLICABLE TO AWARDS.

      (a) DOCUMENTATION. Each Award shall be evidenced by a writing delivered to
the Participant or agreement executed by the Participant specifying the terms
and conditions thereof and containing such other terms and conditions not
inconsistent with the provisions of the Plan as the Committee considers
necessary or advisable to achieve the purposes of the Plan or to comply with
applicable tax and regulatory laws and accounting principles.

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      (b) COMMITTEE DISCRETION. Awards may be made alone or in combination with
other Awards, including Awards of other types. The terms of Awards of the same
type need not be identical, and the Committee need not treat Participants
uniformly. Except as otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the Committee at the time
of grant or at any time thereafter.

      (c) DIVIDENDS AND CASH AWARDS. In the discretion of the Committee, any
Award under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable (in cash or in the form of Awards under the Plan) currently
or deferred with or without interest and (ii) cash payments in lieu of or in
addition to an Award.

      (d) TERMINATION OF SERVICE. The Committee shall determine the effect on an
Award of the disability, death, retirement or other termination of service of a
Participant and the extent to which, and the period during which, the
Participant's legal representative, guardian or Designated Beneficiary may
receive payment of an Award or exercise rights thereunder.

      (e) CHANGE IN CONTROL. In the event of (i) a change of control of the
Company (as defined by the Committee) or other consolidation, merger, or similar
transaction or series of related transactions (whether or not constituting a
change of control) in which the Company is not the surviving corporation or
which results in the acquisition of all or substantially all of the Company's
then outstanding common stock by a single person or entity or by a group of
persons and/or entities acting in concert, or (ii) a sale or transfer of all or
substantially all the Company's assets, or (iii) a dissolution or liquidation of
the Company (any of (i), (ii) or (iii) being herein referred to as a "covered
transaction"), the Committee in its discretion may, with respect to any Award,
at the time the Award is made or at any time thereafter, take one or more of the
following actions: (A) provide for the acceleration of any time period relating
to the exercise or payment of the Award, (B) provide for payment to the
Participant of cash or other property with a Fair Market Value equal to the
amount that would have been received upon the exercise or payment of the Award
had the Award been exercised or paid immediately prior to the covered
transaction, (C) adjust the terms of the Award in a manner determined by the
Committee to reflect the covered transaction, (D) cause the Award to be assumed,
or new rights substituted therefor, by another entity, or (E) make such other
provision as the Committee may consider equitable to Participants and in the
best interests of the Company.

      (f) TRANSFERABILITY. In the discretion of the Committee, any Award may be
made transferable upon such terms and conditions and to such extent as the
Committee determines, including through a waiver of previously imposed
restrictions on transferability, provided that an ISO may not be transferred
other than by will or the laws of descent and distribution and may be exercised,
during the life of the Participant, only by the Participant.

      (g) WITHHOLDING TAXES. The Participant shall pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability. The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind due to the Participant hereunder or otherwise. In the Committee's

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discretion, the minimum tax obligations required by law to be withheld in
respect of Awards may be paid in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value on the date of retention or delivery.

      (h) FOREIGN NATIONALS. Awards may be made to Participants who are foreign
nationals or employed outside the United States on such terms and conditions
different from those specified in the Plan as the Committee considers necessary
or advisable to achieve the purposes of the Plan or to comply with applicable
laws.

      (i) AMENDMENT OF AWARD. The Committee may amend, modify, or terminate any
outstanding Award, including substituting therefor another Award of the same or
a different type, changing the date of exercise or realization and converting an
Incentive Stock Option to a Nonstatutory Stock Option. Any such action shall
require the Participant's consent unless the Committee determines that the
action, taking into account any related action, would not materially and
adversely affect the Participant.

9.    CERTAIN DEFINITIONS.

            "Affiliate" means any business entity in which the Company owns
directly or indirectly 50% or more of the total voting power or has a
significant financial interest as determined by the Committee.

            "Award" means any Option, SAR, Restricted Stock, Unrestricted Stock
or Stock Unit Award granted under the Plan.

            "Board" means the Board of Directors of the Company.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor law.

            "Committee" means one or more committees each comprised of not less
than two members of the Board appointed by the Board to administer the Plan or a
specified portion thereof. Unless otherwise determined by the Board, if a
Committee is authorized to grant Awards to a Reporting Person or a Covered
Employee, each member shall be a "non-employee director" within the meaning of
Rule 16b-3 under the Exchange Act or an "outside director" within the meaning of
Section 162(m) of the Code, respectively.

            "Common Stock" or "Stock" means the Common Stock, $.01 par value, of
the Company.

            "Company" means ViaCell, Inc., a Delaware corporation.

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            "Covered Employee" means a "covered employee" within the meaning of
Section 162(m) of the Code.

            "Designated Beneficiary" means the beneficiary designated by a
Participant, in a manner determined by the Committee, to receive amounts due or
exercise rights of the Participant in the event of the Participant's death. In
the absence of an effective designation by a Participant, "Designated
Beneficiary" means the Participant's estate.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor law.

            "Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the Committee
in good faith or in the manner established by the Committee from time to time.

            "Participant" means a person selected by the Committee to receive an
Award under the Plan.

            "Reporting Person" means a person subject to Section 16 of the
Exchange Act.

10.   MISCELLANEOUS.

      (a) NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to be
granted an Award. Neither the adoption, maintenance, nor operation of the Plan
nor any Award hereunder shall constitute a contract of employment or confer upon
any employee, director or consultant of the Company or of any Affiliate any
right with respect to the continuance of his/her employment by or other service
with the Company or any such Affiliate nor shall it or they be construed as
affecting the rights of the Company (or Affiliate) to terminate the service of
any person at any time or otherwise change the terms of such service, including,
without limitation, the right to promote, demote or otherwise re-assign any
employee or other service provider from one position to another within the
Company or any Affiliate.

      (b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be issued under the
Plan until he or she becomes the holder thereof. A Participant to whom
Restricted Stock or Unrestricted Stock is awarded shall be considered a
stockholder of the Company at the time of the Award except as otherwise provided
in the applicable Award.

      (c) EFFECTIVE DATE. The Plan shall be effective on the date it is approved
by the stockholders.

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      (d) AMENDMENT OF PLAN. The Board may amend, suspend, or terminate the Plan
or any portion thereof at any time, subject to such stockholder approval as the
Board determines to be necessary or advisable.

      (e) GOVERNING LAW. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of the State of Delaware.


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